PURCHASE OR SALE OF ASSETS

INSTRUCTION

TO:       JAY CHAUHAN
            Barrister and Solicitor
            330 Highway 7 East, Suite 309
            Richmond Hill, Ontario
            L4B 3P8
            Telephone: (905) 771-1235
            Facsimile:   (905) 771-1237
            Email: jaylawyer@hotmail.com  

Please complete the following as far as you can and discuss the rest with me. We will prepare the draft of the agreement based on the following information.

1. Purchaser:
State the full name, address, telephone and fax numbers of the Purchaser.




2. Vendor:
State the full name, address, telephone and fax number of the Vendor.




3. Business name:
The name under which the business is carried on?



Is the name being acquired as well?        Yes________    No________

4. Business address:
Write the address where the business is presently carried on.




5. Purchase price:
What is the total purchase price?            $
The deposit being paid with offer  $
Amount being paid on closing                 $
What is the amount, if any, being paid later by promissory note or security agreement?       $
Monthly payment amount                       $
Interest rate                                           ___ %

How is the total purchase price broken down between the following items? Please consult your accountant for this breakdown.

Chattels            $
Inventory           $
Goodwill            $
Fixtures            $

6. Security:
If you are getting financing from the vendor, please state terms of the security and the loan. 

Total amount of Chattel Mortgage            $
Interest:
Payment dates:
Due date:

Type of security given:
P.P.S.A.:
Chattel mortgage:
Guarantee:
Promissory note: 

7. Lease:
State the particulars of the lease.


Name, address, telephone and fax number of the Landlord:




Remaining term of the lease:


Monthly rental amount:


8. Licence:

Is a licence required to operate the business? What kind? (e.g. municipal licence for a body shop, or a liquor licence, etc.)




9. Vendor’s solicitor:

Name, address and telephone number of Vendor’s solicitor.





10. Insurance:
Do you wish to take over the vendor’s business insurance?            Yes________    No________

Name of insurance company presently insuring the business:

Name of agent, address and telephone number:




11. Inventory:
Is inventory included in the purchase price?          Yes________    No________

12. Non-competition:
What are the terms of the non-competition agreement to be given by the Vendor? The terms must be reasonable for the non-competition agreement to be binding.

Radius in which vendor will not compete:

Number of years he will not compete:

13.  Employees:
Preset number of employees: 

How many are to continue with the purchaser?

14.  Vendor’s licence:
Retain Sales Tax or Vendor’s Permit Number:


15.  Closing:
(You should allow for at least 4 weeks to do the searches and prepare for closing.)

Date of closing:

16. Conditions:
Is the agreement conditional upon:
Landlord’s consent?       Yes________    No________
Financing?        Yes________    No________
Any other conditions? Please state details:



17. Assets:
Please prepare an itemized list of each of the items being purchased on a separate page. 

18. Fees:
I understand that the fees will be based on the time spent.

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Client's Signature                                                               

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Address                                                                            
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